XCel Brands (XELB) director awarded restricted shares and options

Rhea-AI Filing Summary

XCel Brands, Inc. director Howard M. Liebman reported receiving equity-based compensation. He was granted 1,250 shares of restricted common stock at no cost, bringing his direct common stock holdings to 21,644 shares after the award.

He was also granted 3,500 stock options for common stock at an exercise price of $2.24 per share, expiring on April 20, 2031. The restricted stock and options vest in two equal installments on specified future dates, subject to continued service and, for the restricted stock, possible vesting-date extensions at his discretion.

Insights

Equity Compensation Analyst

Routine director equity grants with modest scale and future vesting.

Director Howard M. Liebman received 1,250 restricted shares and 3,500 stock options in XCel Brands, Inc.. The options carry a $2.24 exercise price and expire on April 20, 2031, indicating a long-dated incentive structure.

The footnotes show the restricted stock and options vest in two 50% tranches tied to future dates, aligning compensation with ongoing service. After these grants, Liebman directly holds 21,644 common shares, suggesting this filing reflects standard board compensation rather than a directional market bet.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider LIEBMAN HOWARD M

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,250	$0.00	--
Grant/Award	Stock Options	3,500	$0.00	--

Holdings After Transaction: Common Stock — 21,644 shares (Direct, null); Stock Options — 3,500 shares (Direct, null)

Footnotes (1)

1. Represents shares of restricted stock awarded pursuant to a restricted stock agreement, which vests as to 50% of the shares on each of April 1, 2027 and April 1, 2027, provided that the reporting person may extend the vesting date as to all or a portion of the shares, one or more times, in six month increments, at his sole discretion. The options vest as to 50% of the shares on each of April1, 2027 and April 1, 2028.

Key Figures

Restricted stock grant: 1,250 shares Shares owned after grant: 21,644 shares Stock options granted: 3,500 options +2 more

5 metrics

Restricted stock grant 1,250 shares Common stock awarded on April 20, 2026 at $0.00

Shares owned after grant 21,644 shares Director’s direct common stock holdings after award

Stock options granted 3,500 options Options for common stock awarded April 3, 2024

Option exercise price $2.24 per share Strike price of granted stock options

Option expiration April 20, 2031 Expiration date of stock options

Key Terms

restricted stock, stock options, exercise price, vesting

4 terms

restricted stock financial

"Represents shares of restricted stock awarded pursuant to a restricted stock agreement"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

stock options financial

"The options vest as to 50% of the shares on each of April1, 2027"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

exercise price financial

"conversion_or_exercise_price": "2.2400""

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vesting financial

"which vests as to 50% of the shares on each of April 1, 2027"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LIEBMAN HOWARD M

(Last) (First) (Middle)

C/O XCEL BRANDS, INC.

550 SEVENTH AVENUE

(Street)

NEW YORK NEW YORK 10018

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
XCel Brands, Inc. [ XELB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/20/2026		A		1,250(1)	A	$0	21,644	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$2.24	04/03/2024		A		3,500		(2)	04/20/2031	Common Stock	3,500	$0	3,500	D

Explanation of Responses:

1. Represents shares of restricted stock awarded pursuant to a restricted stock agreement, which vests as to 50% of the shares on each of April 1, 2027 and April 1, 2027, provided that the reporting person may extend the vesting date as to all or a portion of the shares, one or more times, in six month increments, at his sole discretion.

2. The options vest as to 50% of the shares on each of April1, 2027 and April 1, 2028.

	/s/ Howard Liebman	04/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Howard M. Liebman receive in this XELB Form 4 filing?

Howard M. Liebman received 1,250 shares of restricted common stock and 3,500 stock options in XCel Brands, Inc. These awards are equity compensation, granted at no cash cost to him, with vesting tied to future service-based dates.

How many XCel Brands (XELB) shares does the director own after the grant?

After the restricted stock grant, Howard M. Liebman directly holds 21,644 shares of XCel Brands common stock. This figure reflects his updated ownership position as reported in the Form 4 following the April 20, 2026 restricted stock award.

What are the key terms of the XELB stock options granted to the director?

The director received 3,500 stock options exercisable for XCel Brands common stock at $2.24 per share. These options expire on April 20, 2031 and vest in two 50% installments tied to future dates, aligning value with the company’s longer-term performance.

How do the restricted XELB shares granted to the director vest?

The 1,250 restricted shares vest in two 50% tranches on specified future dates beginning April 1, 2027. The footnote states the director may extend the vesting date in six-month increments for all or part of the shares at his sole discretion.

Is this XCel Brands (XELB) Form 4 a stock purchase or compensation grant?

This Form 4 reflects equity compensation grants, not an open-market purchase. The director received restricted stock and stock options at a stated price of $0.00 per share, which indicates awards granted by the company rather than shares bought in the market.

When do the newly granted XELB stock options expire?

The newly granted XCel Brands stock options expire on April 20, 2031. This long-dated expiration provides the director with several years to exercise the options once vested, reinforcing their role as a long-term incentive aligned with future company performance.